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EX-10.33 13 d522375dex1033.htm EX-10.33

Exhibit 10.33

Dated                         

 
 
 

FTL Nominees 1 Limited

 
Undersigned Beneficiary

   
FORM OF DECLARATION OF TRUST OVER SHARES AND NOMINEE
SHAREHOLDER AGREEMENT
 
 
 

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CONTENTS
 
1   Definitions     3 
2   Declaration of trust     4 
3   Trustee’s covenants     4 
4   Beneficiary’s covenants     5 
5   Certain instructions and agreement     5 
6   Miscellaneous     6 

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This declaration of trust is made on                                     

PARTIES
 
1 FTL Nominees 1 Limited, a company incorporated under the laws of Jersey, of 2nd Floor, The
Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FW (the Trustee).
 
2 The undersigned beneficiary as set forth on the signature page (the Beneficiary).
RECITALS
 
A The Trustee is registered or entitled to be registered as the holder of the Issued Shares and will be
registered or entitled to be registered as the holder of Shares issued pursuant to Equity Awards.
 
B The Beneficiary has delivered value for the Issued Shares and has or will deliver value for Shares
issued pursuant to Equity Awards in accordance with the terms thereof.
 
C The Trustee has agreed to acquire and hold the Entitled Equity in trust, and subject to the powers
and restrictions, set out in this declaration.
Operative provisions
 
1 Definitions
In this declaration, the following definitions apply:

Company means DTZ Jersey Holdings Limited.

Entitled Equity means:
 
  a) that number of Shares which are in issue; and/or
 
b) the underlying Equity Awards comprised of Shares that may be issued in the future (it being
understood that the Beneficiary has no right to such Shares underlying the Equity Awards,
 
other than the rights as set forth in the agreements governing the Equity Awards, until such
time such Shares become Issued Shares),
as set forth on the signature page or otherwise issued to the Trustee for the benefit of the
Beneficiary.

Equity Awards means options to purchase Shares or restricted stock units settled in Shares or such
other equity-based awards the Beneficiary may be granted.
Issued Shares means that portion of Entitled Equity that is comprised of Shares which are in issue.
Shares means limited liability shares in the capital of the Company.
 
3

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2 Declaration of trust
The Trustee declares that the Trustee holds the Issued Shares in trust for the Beneficiary and will
hold Shares issued pursuant to Equity Awards in trust for the Beneficiary, in each case absolutely.
 
3 Trustee’s covenants
 
3.1 Subject to clause 3.3 and 3.4, the Trustee covenants with the Beneficiary that the Trustee will:
 
  (a) do each of the following:
 
(i) account to the Beneficiary for all dividends declared on the Issued Shares and any
  Shares issued pursuant to Equity Awards to the extent the terms thereof provide for
the payment of dividends prior to settlement of the Equity Awards, if any;
 
(ii) vote in respect of the Issued Shares and any Shares issued pursuant to Equity
Awards to the extent the terms thereof provide for the ability to vote in respect of the
 
underlying Shares prior to settlement of the Equity Awards, solely as directed by the
Beneficiary;
 
(iii) at the request of the Beneficiary and solely with the consent of the Company (not to
be unreasonably withheld), transfer the Issued Shares and any Shares issued
 
pursuant to Equity Awards to the Beneficiary or to another party as directed by the
Beneficiary; and
 
(iv) upon receipt of a notice of a general meeting or a request to sign a written resolution
 
promptly seek directions from the Beneficiary.
 
  (b) not at any time, without the consent of the Beneficiary, do any of the following:
 
(i) bring any action, suit or proceedings against the Company or seek to wind up the
 
Company;
 
(ii) seek to vary, alter, amend or add to either or both the memorandum and articles of
 
association of the Company;
 
(iii) exercise any voting rights in respect of the Issued Shares or any Shares issued
 
pursuant to Equity Awards, if applicable, without direction from the Beneficiary;
 
(iv) transfer the Issued Shares or any Shares issued pursuant to Equity Awards to the
  Beneficiary or to another party without direction from the Beneficiary and consent
from the Company.
 
3.2 The Trustee is under no duty to monitor, enhance or preserve the value of the Entitled Equity and its
duties are strictly confined to those set out in this declaration.
 
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3.3 If the Trustee is a director of the Company, nothing in clause 3.1 prevents the Trustee from doing
anything necessary by virtue of holding that office.
 
3.4 The Trustee is not obliged to follow directions that are contrary to or in breach of:
 
  (a) the Company’s memorandum and articles of association; or
 
(b) any shareholder agreement (including any joinders thereto), subscription agreement,
  assignment and assumption agreement or other contractual undertaking relating to the
Entitled Equity to which the Trustee or the Beneficiary is a party.
 
3.5 The Trustee is authorised from time to time to appoint a proxy or proxies to represent the Trustee at
general meetings of the Company.
 
4 Beneficiary’s covenants
 
4.1 The Beneficiary covenants with the Trustee as follows:
 
(a) Upon notice in writing from the Trustee the Beneficiary will accept the transfer of legal title to
  the Issued Shares and any Shares issued pursuant to Equity Awards into the name of the
Beneficiary.
 
(b) In addition to any right of exoneration or recoupment allowed by law, the Trustee may from
time to time reimburse itself or pay and discharge out of any trust money coming into the
 
Trustee’s hands all expenses incurred by the Trustee in or about the performance of the
trusts declared by this declaration.
 
(c) The Trustee is not liable for any loss suffered by the Beneficiary except where the loss is
  attributable to the Trustee’s fraud, misconduct or gross negligence or the wilful omission by
the Trustee of an act known by the Trustee to be a breach of trust.
 
(d) The Beneficiary will indemnify the Trustee and keep the Trustee indemnified in respect of all
costs, expenses, proceedings, claims, demands, taxes, duties and other matters (and all
  associated interest, penalties and costs) arising from the execution by the Trustee of the
trusts declared by this declaration except in respect of a matter for which the Trustee is not
entitled to exoneration or recoupment under the preceding paragraph.
 
5 Certain instructions and agreement
 
5.1 The Company hereby requests and authorises the Trustee at the Company’s risk and responsibility
to rely upon and act in accordance with any instructions, directions, communications and requests
from, or purporting to be from, the Beneficiary in connection with the Issued Shares held on trust for
the Beneficiary absolutely, to the extent any such instructions comply with the requirements hereof,
under the Company’s memorandum and articles of association, or under any other agreement to
which the Beneficiary may be a party or under which it may have certain obligations in respect of the
Issued Shares. The Trustee shall be entitled to treat any such communication as fully
 
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authorised by and binding upon the Company and shall be bound to take steps in connection with or
in reliance upon such communication as the Trustee may in good faith consider appropriate whether
  such communication includes instructions to pay money or purports to bind the Company to any
agreement or arrangement with the Trustee or any other person and in each case notwithstanding
any error or misunderstanding or lack of clarity in the terms of any such communication.
 
5.2 The Beneficiary and Trustee hereby declare and agree that, notwithstanding anything to the contrary
herein, any terms and conditions that are within and form part of the DTZ Jersey Holdings Limited
management stockholders’ agreement between the Company and the Beneficiary, as such may be
amended or supplemented from time to time, (the “Management Stockholders’ Agreement”) or
that are within and form part of any other agreement governing or relating to the Equity Awards
pursuant to which the Beneficiary acquired the Entitled Equity, that relate to employment or the
provision of services, including without limitation any obligations following the cessation thereof,
shall be in respect of (i)  in the case of an individual holder of Entitled Equity who, as of such
acquisition is an employee or service provider to the Company or its affiliates, such individual, or
(ii)  in the case of a holder of Entitled Equity who is an entity or is an individual who is not an
employee or service provider to the Company or its affiliates as of the date of acquisition but in
either case holds on behalf of an individual that is an employee or service provider to the Company
or its affiliates as of the acquisition, such individual employee or service provider, in any event to the
same extent and in the same manner as would have applied to such individual employee or service
provider were such individual to hold the Entitled Equity directly.
 
5.3 The Beneficiary and Trustee hereby declare and agree that, notwithstanding anything to the contrary
herein, any terms and conditions that are within and form part of the Management Stockholders’
Agreement, or that are within and form part of any other agreement governing or relating to the
Equity Awards pursuant to which the Beneficiary acquired the Entitled Equity shall apply and be
particular to the Beneficiary in its entirety and not to the Trustee specifically, particularly in respect of
forfeiture and call provisions, should the Beneficiary’s employment or provision of services (or the
employment or provision of services of the individual employee or service provider on whose behalf
the Beneficiary acquired the Entitled Equity) with any subsidiary of the Company be terminated, it
being understood that the Trustee shall take any and all such actions as are necessary and
appropriate to effectuate the terms and conditions of such Management Stockholders’ Agreement
(including any joinder thereto) and any other agreement governing or relating to the Equity Awards.
 
6 Miscellaneous
 
6.1 This declaration may be executed in any number of counterparts, all of which taken together
constitute one and the same document.
 
6.2 This declaration is governed by the law of Jersey. The parties submit to the non-exclusive
jurisdiction of the courts of Jersey to determine any dispute arising out of or in connection with this
declaration. The parties agree not to object to the exercise of jurisdiction of those courts on any
basis.
 
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6.3 Except as otherwise set out in this declaration, any agreement, covenant, representation or warranty
under this deed by two or more persons binds them jointly and each of them individually, and any
benefit in favour of two or more persons is for the benefit of them jointly and each of them
individually.
 
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Execution
Executed on the date that first appears, but with effect from                                         .

Executed and the common seal of FTL Nominees 1 Limited is affixed in the presence of:
 
   
Signature of authorised signatory       Signature of authorised signatory

   
Print name       Print name

   
Title       Title

Signed by                   Jodi Swinburne                           

   

 
Signature    

in the presence of    

 
Signature of witness    

 
Print name    

 
Title    

Amount of Entitled Equity:    

     

[SIGNATURE PAGE TO SHAREHOLDER NOMINEE AGREEMENT]

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ACKNOWLEDGED AND AGREED. The Company hereby consents to the declaration of trust and transfer
of record ownership contemplated hereby, and in consideration therefor, the Company shall be permitted to
enforce the provisions of this declaration as if it were a party hereto, including without limitation the
provisions set forth in Section 3.1(a)(iii) and Article 5.

Executed for and on behalf of DTZ Jersey Holdings Limited by:

 
 
   
Director       Director/Secretary

   
Print name       Print name

   
     

 
[SIGNATURE PAGE TO SHAREHOLDER NOMINEE AGREEMENT]

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